Susan Dio
KIRBYAbout Susan W. Dio
Susan W. Dio is an independent director of Kirby Corporation (KEX), serving since 2023. She is a retired Chairman and President of BP America (2018–2020) and former CEO of BP Shipping (2015–2018), with 36+ years at BP in global, technical, and operational roles; she holds a BS in Chemical Engineering from the University of Mississippi. She currently sits on Kirby’s Audit Committee (appointed effective April 26, 2024), and all Audit Committee members have been designated “audit committee financial experts,” underscoring her risk, audit, and operational oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP America Inc. | Chairman and President | 2018–2020 | Senior leadership of large U.S. energy enterprise; public policy and finance exposure |
| BP Shipping | Chief Executive Officer | 2015–2018 | Managed BP’s operated/chartered global fleet; marine safety and operational risk oversight |
| BP (Refining & Marketing) | Head of Audit | 2013–2015 | Oversight of operational risk management across R&M |
| BP (various) | Commercial, engineering, petrochemicals, refining roles | 36+ years | Deep petrochemicals, refining, and operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Irving Oil | Independent Director | 2021–present | Energy operator; board service |
| Avina Clean Hydrogen | Advisory Board Member | 2023–present | Energy transition advisory |
| Britannia Steam Ship Insurance Associations, Ltd. | Independent Director | 2018–2020 | Marine insurance governance |
| Oil Companies International Marine Forum (OCIMF) | Director & Vice-Chair | 2018–2020 | Industry standards, safety |
| International Tanker Owners Pollution Federation | Director & Advisory Committee Member | n/a | Marine environmental incident expertise |
| Methodist Hospital – The Woodlands | Trustee | n/a | Non-profit governance |
Board Governance
- Independence: The Board determined Ms. Dio is independent under NYSE standards; eight of nine directors are independent .
- Committee assignments: Audit Committee Member; appointed effective April 26, 2024; Audit Committee composed entirely of independent directors; all members are audit committee financial experts .
- Attendance: Company policy expects directors to attend Board/committee meetings and the Annual Meeting; in 2024, Board met 4x, Audit 8x, Compensation 5x, ESG & Nominating 4x; each director then serving attended >75% of aggregate meetings and all attended the 2024 Annual Meeting .
- Board structure: Chairman and CEO roles are separated; current Chairman is independent .
- Related-party oversight: ESG & Nominating Committee reviews all related-person transactions under written policy .
Fixed Compensation
| Component | Amount/Terms | 2024 Ms. Dio | Notes |
|---|---|---|---|
| Annual director cash fee | $85,000 | $88,125 | Paid quarterly; her 2024 cash fees as reported |
| Committee membership fee | $7,500 per committee | Included in cash total | One committee (Audit) in 2024 |
| Chair fees | $150k (Board Chair), $20k (Audit Chair), $15k (Comp Chair), $10k (ESG Chair) | n/a | Not a chair |
| Meeting fees | Eliminated in 2024 (previously paid above thresholds) | n/a | Fees removed; annual fee raised in 2024 |
- 2024 Nonemployee Director Compensation (Ms. Dio): Cash $88,125; Stock awards $201,062; Total $289,187 .
Performance Compensation
| Equity Element | Detail | Ms. Dio 2024 | Vesting/Terms |
|---|---|---|---|
| Annual restricted stock grant | Formula: $167,500 ÷ FMV × 1.2 | 1,828 shares granted on Apr 29, 2024 at $109.99; grant-date fair value $201,062 | Director plan; annual RSU vests 6 months after grant |
| Options (elective in lieu of cash) | None elected in 2024 | $0 | Directors could elect, but she did not in 2024 |
Other Directorships & Interlocks
| Company/Org | Sector Link to Kirby | Interlock/Conflict Note |
|---|---|---|
| Irving Oil (Director) | Potential customer/energy ecosystem | The Proxy discloses related-party transactions; none involve Ms. Dio or entities tied to her roles . |
| Marine/Shipping NGOs/Insurance bodies (Britannia, OCIMF, ITOPF) | Marine safety/standards | Sector expertise; no related-party transactions disclosed . |
| Avina Clean Hydrogen (Advisory) | Energy transition | Advisory capacity; no related-party transactions disclosed . |
ESG & Nominating Committee pre-approves and annually reviews related-person transactions; no items disclosed for Ms. Dio in 2024 .
Expertise & Qualifications
- Executive leadership: Former BP America Chairman/President and BP Shipping CEO, bringing petrochemicals, refining, and shipping expertise .
- Risk/audit: Head of Audit for BP Refining & Marketing; Audit Committee member at Kirby; all Audit Committee members deemed “financial experts” .
- Marine operations and safety: Led global shipping operations; marine transportation and safety programs .
- Governance/public policy/ESG: Experience in public policy and climate/sustainability initiatives .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 3, 2025) | 5,292 shares directly; no options reported for her as a nonemployee director |
| Unvested RSUs (Dec 31, 2024) | None shown outstanding for Ms. Dio at year-end 2024 (annual grant vests in six months) |
| % of shares outstanding | Not a 1% holder; company reports % only ≥1% |
| Director stock ownership guideline | 5× annual cash director fee (raised from 4× in Jan 2024); all directors were in compliance as of Dec 31, 2024 |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy; no pledging allowed |
Governance Assessment
- Strengths
- Independent director with deep marine, petrochemical, and risk/audit background; service on Audit Committee designated as financial expert enhances oversight of financial reporting, cybersecurity, and risk .
- Strong engagement standards (attendance >75% in 2024; all directors attended the Annual Meeting) support board effectiveness .
- Pay-structure alignment for directors (cash retainer plus equity that vests quickly) and 5× ownership guideline; hedging/pledging prohibited—positive alignment and risk posture .
- Potential watch items
- External board at Irving Oil presents industry adjacency; however, the proxy’s related-party review disclosed no transactions involving Ms. Dio, mitigating conflict risk disclosures to date .
- Shorter Kirby board tenure (since 2023) relative to long-tenured peers implies ramp-up period for company-specific institutional knowledge, partially offset by sector expertise .
No legal proceedings, Section 16(a) filing issues, or red flags were disclosed for Ms. Dio; late filings noted in 2024 did not involve her .